Limited Liability Company Agreement Of Wescam Llc

Exhibit 3.104


WESCAM LLC


LIMITED LIABILITY COMPANY AGREEMENT
-----------------------------------


This Limited Liability Company Agreement (this "Agreement") for Wescam LLC, a Delaware limited liability company (the "Company"), is adopted this 26th day of October, 1999 by 3033544 Nova Scotia Company ("NSC"), a company organized under the laws of Nova Scotia (the "Member").


1. CERTAIN DEFINITIONS. Certain terms used in this Agreement shall have the following definitions:


COMMON UNITS shall mean Units designated as such and having such rights as set forth in this Agreement.


PREFERRED CAPITAL shall mean the capital contribution of the Member made in exchange for Preferred Units, as set forth on Exhibit A hereto, less any reductions attributable to a redemption or retraction of all or a part of such Member's Preferred Units under this Agreement. The initial Preferred Capital shall be US $10,127.654 per Preferred Unit.


PREFERRED UNITS shall mean Units designated as such and having such rights as set forth in this Agreement.


UNITS means the Preferred Units and Common Units, which shall have identical rights except as specifically provided in this Agreement. Units may divided into fractional amounts if necessary, and may, but need not, be evidenced by certificates.


2. FORMATION. The Company has been formed as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act (the "Act") by filing a Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Member shall be as provided in the Act, except as herein otherwise provided.


3. NAME. The Company shall be conducted under the name of Wescam LLC or such other name as from time to time may be determined by the Member.


4. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Company shall at such place or places as from time to time may be determined by the Member.


5. PURPOSE. The purpose of the Company shall be the transaction of any or all lawful business for which limited liability companies may be organized under the Act. The Company shall have all powers necessary or desirable to accomplish the aforesaid purposes.


6. QUALIFICATION AND REGISTRATION. The Company and its Member shall, as soon as practicable and to the extent necessary, take all action necessary to qualify the Company to do business and to execute all certificates or other documents, and perform all filings and recordings, as are required by the laws of the State of Delaware and the other jurisdictions in which the Company does business.


2


7. CAPITAL CONTRIBUTIONS AND UNIT OWNERSHIP.


(a) Initial Contribution. The initial capital contribution of
the Member shall be as set forth on Exhibit A attached hereto and made
a part hereof.


(b) Unit Grants. The Member shall be granted the number and
classes of Units as is set forth on Exhibit A hereto.


(c) Additional Capital Contributions. No Member is obligated
to make additional capital contributions to the Company beyond the
contributions agreed to in clause (a) of this Section 7. Any additional
capital contributions shall be made by the Member(s) solely in their
discretion and in the amounts so determined.


(d) Capital Account. The Company shall maintain a capital
account for the Member. The Member's capital account shall consist of
the Member's initial capital contributions, increased by additional
capital contributions and by the Member's share of Company profits and
decreased by distributions to the Member and by the Member's share of
Company losses. No advance of money to the Company by any Member shall
be credited to the capital account of such Member.


(e) Contributions Not to be Returned at Any Specified Time. No
time is agreed upon as to when the capital contribution of a Member is
to be returned. Except as otherwise provided in this Agreement, no
Member shall have the right to demand the return of its capital
contribution, nor shall any Member have the right to demand and receive
property other than cash in return for its capital contribution.


(f) Restrictions Relating to Capital. No Member shall (i) be
entitled to receive interest on its capital contribution, (ii) have the
right to partition of the Company's properties, (iii) be liable to the
Company or to any other Member to restore any deficit balance in his
capital account (except as may be required by the Act) or to reimburse
any other Member for any portion of such other Member's investment in
the Company, (iv) have priority over any other Member either as to the
return of its capital contribution or as to income, losses, interest,
returns, or distributions.


8. ALLOCATIONS AND DISTRIBUTIONS.


(a) Allocations. Except as otherwise required by applicable
provisions of tax law, Company income and loss shall be allocated for
each fiscal year or other relevant period to the Member(s) as follows:


(i) Company income shall be allocated first to the Member(s)
holding Preferred Units in proportion to such Units, until the
cumulative Company income allocated under this Section 8(a)(i) for the
current and all prior period equals: (a) the cumulative distributions
made under 8(b) to the Member(s) holding Preferred Units, plus (b) the
cumulative loss, if any, allocated to the Member(s) holding Preferred
Units with


3


respect to such Units. Remaining Company income shall be allocated to
the Member(s) holding Common Units in proportion to such Units.


(ii) Company loss shall be allocated first to the Member(s)
holding Common Units in proportion to such Units, until the cumulative
Company loss allocated under this Section 8(a)(ii) equals the
cumulative Company income allocated to the Member(s) holding Common
Units with respect to such Units for all periods. Remaining Company
loss shall be allocated to the Member(s) holding Preferred Units in
proportion to such Units.


(b) Distributions on Preferred Units. The Company may, in its
sole discretion, make distributions to the Member(s) holding Preferred
Units with respect to such Units from time to time. Such distribution
shall be in the amounts as the Company may in its discretion determine,
but in no event shall distributions to a Member holding Preferred Units
exceed eight percent (8%) of the Preferred Capital each year. For the
foregoing purpose, if there has been a redemption or retraction of
Preferred Units during the year under this Agreement, the amount of
outstanding Preferred Capital shall be determined on a weighted average
basis. Distributions to the Preferred Member shall not be made or
calculated on a cumulative basis.


(c) Distributions on Common Units. The Company may, in its
sole discretion, make distributions to the Member(s) holding Common
Units with respect to such Units from time to time. Distributions to
the Member(s) holding Common Units shall be made in the amounts and at
the times determined by the Company, irrespective of whether the
Company has made distributions to the Member(s) holding Preferred Units
for the relevant period.


9. ADDITIONAL PROVISIONS GOVERNING PREFERRED UNITS.


(a) Company Redemption Rights. The Company shall have the
right to redeem all or any portion of the Preferred Units outstanding,
including fractional interests therein, from time to time in its sole
discretion. If the Company elects to redeem all or a portion of the
Preferred Units, the Company shall pay the Member holding such Units a
price equal to the Preferred Capital attributable to the redeemed
Units. The closing of a redemption pursuant to this Section 9(a) shall
occur as soon as is practicable after the Company gives notice of its
intent to redeem.


(b) Preferred Member Retraction Rights. A Member holding
Preferred Units shall have the right to cause the Company to p ...